Sec Form 3 Filing - Equinox Partners Investment Management LLC @ Rise Gold Corp. - 2025-04-23

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Equinox Partners Investment Management LLC 2. Issuer Name and Ticker or Trading Symbol Rise Gold Corp. [ RYES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) THREE STAMFORD PLAZA, 301 TRESSER BLVD, 13TH FL 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2025 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.001 par value 9,165,566 I ( 1 ) By Managed Account Common Stock, $0.001 par value 7,128,884 I ( 1 ) ( 2 ) By Equinox Partners, L.P. Common Stock, $0.001 par value 674,032 I ( 1 ) ( 2 ) By Equinox Partners Precious Metals Fund, LP Common Stock, $0.001 par value 1,324,202 I ( 1 ) ( 2 ) By Mason Hill Partners, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) ( 3 ) $ 0.15 04/23/2025 ( 4 ) Common stock, $0.001 par value 4,582,783 I ( 1 ) By Managed Account Warrants (right to buy) ( 3 ) $ 0.15 04/23/2025 ( 4 ) Common stock, $0.001 par value 3,564,442 I ( 1 ) ( 2 ) By Equinox Partners, L.P. Warrants (right to buy) ( 3 ) $ 0.15 04/23/2025 ( 4 ) Common stock, $0.001 par value 337,016 I ( 1 ) ( 2 ) By Equinox Partners Precious Metals Fund, LP Warrants (right to buy) ( 3 ) $ 0.15 04/23/2025 ( 4 ) Common stock, $0.001 par value 662,101 I ( 1 ) ( 2 ) By Mason Hill Partners, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Equinox Partners Investment Management LLC THREE STAMFORD PLAZA 301 TRESSER BLVD, 13TH FL STAMFORD, CT06901 X EQUINOX PARTNERS LP 301 TRESSER BLVD. 13TH FLOOR STAMFORD, CT06901 X MASON HILL PARTNERS LP 301 TRESSER BLVD. 13TH FLOOR STAMFORD, CT06901 X Equinox Partners Precious Metals Fund, L.P. 301 TRESSER BLVD 13TH FLOOR STAMFORD, CT06901 X Signatures EQUINOX PARTNERS INVESTMENT MANAGEMENT LLC /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager 05/02/2025 Signature of Reporting Person Date EQUINOX PARTNERS, L.P. /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P. 05/02/2025 Signature of Reporting Person Date EQUINOX PRECIOUS METALS FUND, L.P. /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Precious Metals Fund, L.P. 05/02/2025 Signature of Reporting Person Date MASON HILL PARTNERS, LP /s/ Sean M. Fieler Name: Sean M. Fieler Title: Manager of Equinox Partners Investment Management LLC, the Investment Manager of Mason Hill Partners, LP 05/02/2025 Signature of Reporting Person Date /s/ Sean M. Fieler Sean M. Fieler 05/02/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. ( 2 )EPIM is the investment advisor to Equinox Partners, L.P., Equinox Partners Precious Metals Fund, LP, and Mason Hill Partners, LP (collectively, the "Funds"). Mr. Fieler is the president of EPIM. By virtue of these relationships, each of EPIM and Mr. Fieler may be deemed to beneficially own the securities owned directly by the Funds. ( 3 )The warrants to purchase shares of common stock ("Common Shares") held by the Reporting Persons (the "Warrants") are subject to a beneficial ownership limitation set forth in the Warrant Certificate governing the Warrants such that the Warrants are exercisable for Common Shares by a holder only to the extent the holder, together with its affiliates and any other person acting as a group with the holder, would not beneficially own more than 19.99% of the outstanding Common Shares after giving effect to such exercise, as such percentage ownership is determined in accordance with the Warrant Certificate (the "Beneficial Ownership Limitation"), except that upon at least 61 days' prior notice from the holder to the issuer, the holder may terminate the Beneficial Ownership Limitation. The Reporting Persons disclaim beneficial ownership of any Common Shares into which the Warrants would be exercisable but for the application of the Beneficial Ownership Limitation. ( 4 )The Warrants expire 36 months following the closing date of the transaction in which they are issued.

Remarks: This Form 3 is filed jointly by Equinox Partners Investment Management LLC ("EPIM"), Sean M. Fieler, Equinox Partners, L.P., Equinox Partners Precious Metals Fund, LP, and Mason Hill Partners, LP (collectively, the "Reporting Persons").

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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